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Conversion From Large Pty to Public Company

A “Proprietary” company can convert to a “Public” c ompany (Corporations Act – section 162) by directors calling a shareholders’ meeting (on minimum 21 days’ clear notice – secs 249H & 249L), passing a special resolution (by at least 75% of votes present in person or by proxy – sec 9), lodging an application with ASIC on the appropriate forms (205 & 206) – secs 162 & 163 – and payment of the applicable fee, then waiting the statutory 1 month gazettal period (sec 164).

In practice, the whole process can take up to about 10 weeks, depending on the timing of the Govt Gazette. The gazettal period allows time for creditors, shareholders, etc to lodge objections if they consider they’ll be adversely affected.

The key differences between a “Large Proprietary” company type – which the Company is now – and a “Public” company type are, in summary

A public company also must have an auditor – but as the Company has already reached “Large Pty” status this won’t be a new requirement.

Some of the above requirements for a public company are already included in the Company’s Constitution, so would not actually be an additional “burden”.

In fact, there is also no need to change the Constitution. The existing one can be retained except that any conflicting requirement in the Corporations Act for a public company would over-rule. Obviously, if there is any future decision to list there would be more stringent Corporations Act and ASX Listing Rule requirements/compliance

*Originally written by Company Secretary, an Australian virtual company secretary service.

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